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Ultraframe PLC (UTF)

Tuesday 26 June, 2001

Ultraframe PLC

Acquisition

Ultraframe PLC
25 June 2001
EMBARGOED UNTIL 7.00 A.M.
26 June 2001
ULTRAFRAME plc
PROPOSED ACQUISITION OF THE FOUR SEASONS GROUP
FOR $125 MILLION (£ 88.5 MILLION)
Ultraframe, Europe's leading conservatory system designer and manufacturer, is
to acquire the Four Seasons Group, the market leader in pre-fabricated, glazed
structures in North America.
* The Acquisition is a major step in Ultraframe's stated strategy to
develop a significant presence in the growing North American sunroom and
conservatory market.
* Four Seasons is an established, profitable supplier of pre-fabricated
glazed structures, which include sunrooms and conservatories, enclosures and
skylights, with an excellent growth record. It has a leading, nationally
recognised consumer brand with an extensive distribution network, achieving
sales of $79.8 million (£53.4 million) in the year to 31 December 2000.
* The acquisition of Four Seasons will enable Ultraframe to more
effectively stimulate the growth of the conservatory market in North America.
Four Seasons' extensive network of franchisees and dealers will benefit from
an expanded product range, offering them and consumers greater choice,
enabling Ultraframe to significantly increase consumers' exposure to
conservatories.
* On 22 June 2001, Ultraframe agreed to acquire Royal Group
Technologies' 50 per cent. stake of the Canadian joint venture, Royal
Ultraframe, in order to take full control of its North American operations.
Royal Ultraframe will continue to focus on supplying Ultraframe's conservatory
roofing systems to vinyl window manufacturers and other trade customers.
* Total consideration for the acquisition of Four Seasons is $125
million (£ 88.5 million) payable in cash on completion. The vendors and
principal executive officers of Four Seasons have agreed to subscribe $20m of
the cash consideration receivable for 4,078,715 new Ultraframe shares at a
price of 347.2 p per share on completion.
* The Directors expect that the Acquisition will be earnings enhancing
after taking into account goodwill.
* The Acquisition is subject to the approval of Ultraframe's
shareholders and Hart-Scott Rodino regulatory clearances required under US
competition law. Completion is expected in late July.
Commenting on today's announcement, Rod Sellers, Chairman of Ultraframe, said:
'The acquisition of Four Seasons results from a thorough review of the North
American market and is a significant step forward in the fulfilment of our
previously stated strategy to increase our penetration of the United States
and Canada.
Ultraframe's custom roofing systems, combined with Four Seasons' dedicated and
experienced franchisees and dealers, will create a powerful driver for
business and market growth.
I am pleased that Chris and Joe Esposito are committed to staying with the
company and we are all excited about the enlarged group's prospects. I am
delighted to welcome them, their entire management team and workforce to the
Ultraframe Group.'
Chris Esposito commented:
'We are committed to the future of this combination and share the view with
Ultraframe that the combined group is well positioned to capitalise on the
expanding sunroom and conservatory market. We will become significant
shareholders in Ultraframe, with a vested interest in increasing Ultraframe's
shareholder value.'
This summary should be read in conjunction with the full text of the following
announcement. Appendix I contains the definitions of terms used in this
announcement.
Presentations
A presentation to analysts will be made by the Company at 11.00 a.m. today in
the City Media Centre of the London Stock Exchange, Old Broad Street, London,
EC2N 1HP.
Press Enquiries:
Ultraframe Plc 020 7786 9600
Rod Sellers (Chairman) (Today Only)
David Moore (Chief Executive) 01200 443311
James Henry (Finance Director) (Wednesday Onwards)
N M Rothschild & Sons Limited 0161 827 3800
Richard Bailey
Credit Suisse First Boston de Zoete & Bevan Limited 020 7888 8888
Richard Crawley
Alastair Cochran
Binns & Co Public Relations Ltd 020 7786 9600
Brian Coleman-Smith
Bruce Croxford
Jacqui Graves
Photographs for the media are available at www.newscast.co.uk from 11.00 am
today.
N M Rothschild & Sons Limited, which is regulated by The Securities and
Futures Authority Limited, is acting for Ultraframe Plc in connection with the
Acquisition and no one else and will not be responsible to anyone other than
Ultraframe Plc for providing the protections afforded to customers of N M
Rothschild & Sons Limited nor for giving advice in relation to the
Acquisition. Neither Ultraframe Plc nor N M Rothschild & Sons Limited has
verified nor takes responsibility for the information herein relating to Four
Seasons.
EMBARGOED UNTIL 7.00 A.M.
26 June 2001
ULTRAFRAME plc
PROPOSED acquisition of THE FOUR SEASONS GROUP
Introduction
The Board of Ultraframe announces the proposed acquisition of the business,
assets and liabilities of Four Seasons, the market leader in pre-fabricated,
glazed structures, including sunrooms and conservatories, enclosures and
skylights, in North America. In the year ended 31 December 2000, Four Seasons
had sales of $79.8 million (£53.4 million) and operating income of $11.7
million (£7.8 million), after charging owners' remuneration of $1.9 million (£
1.3 million). This Acquisition is a major step forward in Ultraframe's
strategy to develop a significant presence in the growing North American
sunroom and conservatory market.
The total consideration for the Acquisition is $125 million (£88.5 million)
payable in cash on Completion. On Completion, the shareholders and principal
executive officers of Four Seasons, Christopher and Joseph Esposito and
certain of their family trusts, are required to subscribe for 4,078,715 new
Ultraframe Shares at a price of 347.2p per share, representing a total
subscription of $20 million (£14.2 million) out of the consideration
receivable by them.
After accounting for the $20 million receivable in return for the issue of new
Ultraframe Shares, the net cash cost of the Acquisition to Ultraframe will be
$105 million which will be funded from the Group's existing cash reserves and
bank borrowings. The Directors expect that the Acquisition will be earnings
enhancing, after taking into account the amortisation of goodwill.
The Acquisition is conditional, inter alia, upon the approval of Ultraframe's
Shareholders. The Chairman of Ultraframe will write to Ultraframe
Shareholders today to provide them with further details of the Acquisition and
convene an Extraordinary General Meeting, on 11 July 2001, to seek such
approval. The Acquisition is also conditional on achieving Hart-Scott Rodino
regulatory clearances required under US competition law. Completion of the
Acquisition is expected to take place in late July this year.
Information on Four Seasons
Four Seasons is the market leader in the North American glazed enclosure
market, benefiting from a strong brand, innovative products and an extensive
distribution network. Four Seasons was established in 1978 by Christopher and
Joseph Esposito and has since become the largest manufacturer of
pre-fabricated glazed structures in North America with a product range
including sunrooms, conservatories, enclosures and skylights. Four Seasons,
based in Holbrook, New York, supplies its products through a network of
franchisees and dealers, of which approximately 300 are located in North
America and approximately 50 outside North America, primarily in Europe.
Four Seasons designs, manufactures and distributes pre-fabricated, modular
glazed structures for both the residential and commercial markets.
Residential
Four Seasons offers a wide variety of enclosure, sunroom and conservatory
products. Its enclosure products are typically used to enclose patios, decks,
terraces, swimming pools, spas and exercise rooms. Four Seasons' sunroom and
conservatory products provide full-scale home additions; these offer
flexibility and versatility in shape and style with consumers able to choose
from aluminium, timber or vinyl (uPVC) products as part of a curved, straight
or modular sunroom or as a part of a Victorian or Georgian style conservatory.
Commercial
Four Seasons' commercial division provides large-scale pre-engineered sunrooms
and skylight products for a variety of businesses such as restaurants,
shopping malls, libraries, hospitals and office buildings. As part of its
supply of products, this division offers project management, product design,
engineering, and installation.
Four Seasons also offers custom in-fill glazing, reglazing of existing
structures and photovoltaic solar panels.
Background to and reasons for the Acquisition
Ultraframe is Europe's leading conservatory system designer and manufacturer
and has a substantial market share of the UK domestic market. In addition to
its plans for growth in the UK, one of the Group's key strategic objectives is
to increase its presence in the North American market.
During the last 12 months, Ultraframe has conducted a thorough review of the
North American sunroom and conservatory market. The Directors have concluded
that:
* North America is a growing and potentially large market for sunrooms
and conservatories;
* the routes to market are different to those in the UK, with existing
sunroom manufacturers playing a significant role in the development of this
market;
* Ultraframe needs to establish a significant presence in contact with
end consumers in this distribution channel in order to drive the development
and anticipated growth of this market; and
* the acquisition of a sunroom manufacturer will complement its
existing joint venture, Royal Ultraframe, which supplies conservatory roofing
systems to vinyl window manufacturers.
The Acquisition of Four Seasons represents a significant step in the
fulfilment of this strategy. Four Seasons is an established, profitable
manufacturer of pre-fabricated glazed structures with an excellent growth
record. The Acquisition will provide the Group with a significant presence in
the sunroom and conservatory market in North America.
North American market leader
Four Seasons is the leading supplier of pre-fabricated glazed structures in
North America with a comprehensive product range for both the residential and
commercial markets. It is a leading, nationally recognised consumer brand with
a strong reputation for high quality products and service.
North American distribution network
Four Seasons markets and sells its products through an extensive network of
franchisees and dealers in North America and Europe, of which approximately
300 are located in North America. Four Seasons' franchisees and dealers have
established relationships in local markets with homeowners, installers,
architects and other construction industry participants. As a consequence, the
Acquisition should enable Ultraframe to significantly expand its routes to
market and allow it to distribute appropriate products from its range through
Four Seasons' extensive distribution network.
Strong and complementary product range
Four Seasons' enclosure, conservatory and sunroom products cater to the
residential market and account for approximately 90 per cent. of Four Seasons'
sales. Both Ultraframe and Four Seasons have developed a range of innovative,
technically accredited products. Four Seasons' strength in modular aluminium
and timber products will complement Ultraframe's expertise in the design and
manufacture of bespoke, highly engineered uPVC clad conservatory roofing
systems. Four Seasons' products feature a branded, specialist glass product
(Wonderglass) and patented high performance solid roofing systems, both
offering special insulating capabilities and proven structural stability.
The Acquisition offers the opportunity to apply Ultraframe's expertise and
products across Four Seasons' current product range and operations and to
introduce Four Seasons' technologies, expertise and consumer brand to
Ultraframe's products and markets. In particular the Directors believe that
there is an opportunity to further develop Ultraframe's bespoke approach to
glazed system design in the North American market.
Proven track record
Four Seasons is a well-established business with an excellent growth record
delivering a compound average growth rate in revenues of 18.2 per cent. per
annum for the four years from 1997 to 2000. It has an experienced and
committed management team and is well placed to capitalise on the anticipated
strong growth in demand for glazed enclosures in North America.
Ultraframe's Canadian joint venture company, Royal Ultraframe, has made
considerable progress in developing a distribution channel to supply
Ultraframe's conservatory roofing systems to the North American market since
its establishment in 1999. Royal Ultraframe will continue to focus on this
distribution channel, which supplies products to trade customers rather than
directly to end consumers as Four Seasons' distribution network does. On 22
June 2001 Ultraframe reached an agreement under which, on 3 July 2001, it is
to acquire the shares in Royal Ultraframe owned by Royal Group Technologies
Limited. Under this agreement Ultraframe will pay Canadian $50 for these
shares and will procure the repayment, by instalments, of an existing loan of
Canadian $2.9 million. This will enable Ultraframe to take control of its
North American operations. The Directors believe that the successful
execution of the Group's long term North American strategy will benefit from
the successful development of both the Royal Ultraframe and Four Seasons'
distribution channels.
Financial information on Four Seasons
The summarised historical results of Four Seasons set out in US$ below have
been converted into sterling at the exchange rate of 1.4961, ruling at 31
December 2000.
Year ended 31 December
1998 1999 2000
US$'000 £'000 US$'000 £'000 US$'000 £'000
Turnover 57,585 38,490 66,630 44,536 79,836 53,363
Operating profit before
owners' remuneration
8,318 5,560 10,818 7,231 13,422 8,971
Operating profit 1,268 848 3,898 2,605 11,474 7,669
Profit after tax 1,360 909 4,001 2,674 12,067 8,066
Net assets 15,248 10,192 18,748 12,531 20,815 13,913
Financial effects of the Acquisition
The Directors expect that the Acquisition will be earnings enhancing, after
taking into account the amortisation of goodwill. The foregoing statement
should not be interpreted as a profit forecast nor to mean that Ultraframe's
future earnings per share will necessarily be greater than its historical
earnings per share.
At the latest published unaudited balance sheet date of 30 March 2001,
Ultraframe had cash, net of borrowings, of approximately £28.7 million. At 31
December 2000, Four Seasons' latest audited balance sheet date, Four Seasons
had cash, net of borrowings, of approximately £0.2 million (approximately $0.3
million). At 30 March 2001, the pro forma net assets of the Enlarged Group
would be £66.6 million. The resultant pro forma gearing of the Enlarged Group
would be 67.2 per cent.
The Board of Ultraframe believes that, following the Acquisition, the level of
borrowings will be acceptable given the cash generative nature of the Enlarged
Group. The Directors are also confident that the Enlarged Group will retain
sufficient financial flexibility to continue to invest in developing the
business.
Financing the Acquisition
The total consideration payable under the Acquisition Agreement is $125
million (£88.5 million), payable in cash upon Completion. The shareholders and
principal executive officers of Four Seasons, Christopher and Joseph Esposito
and certain of their family trusts, are required to invest $20 million (£14.2
million) of the cash proceeds in subscribing for 4,078,715 new Ultraframe
Shares, at a price of 347.2 p per share, to be allotted and issued fully paid
on Completion and ranking pari passu in all respects with the existing
Ultraframe Shares. The consideration for the Acquisition will be financed from
the Group's existing cash reserves and a new bank facility, which is a
committed multi-currency loan facility arranged by The Royal Bank of Scotland
plc to finance the Acquisition and the working capital requirements of the
Enlarged Group.
Principal terms and conditions of the Acquisition
Pursuant to the Acquisition Agreement, Ultraframe has conditionally agreed to
acquire the business, assets and liabilities of Four Seasons.
The Acquisition Agreement contains various representations, warranties and
indemnities in favour of Ultraframe. In addition, the Agreement provides that
the 4,078,715 Ultraframe Shares to be issued pursuant to the Subscription
Agreement and for a consideration of $20 million (£14.2 million) will be
deposited in an escrow account as security for any claims made under the
Acquisition Agreement in respect of those representations, warranties and
indemnities. In the period until 31 March 2003 there are restrictions on
disposal of these Shares whereby, save in limited circumstances, in six month
periods commencing six months after Completion of the Acquisition not more
than 25 per cent. of these Shares may be sold in any six month period.
The Acquisition is conditional, inter alia, upon the approval of Ultraframe
Shareholders and upon Hart-Scott Rodino clearances required under US
competition law. The Directors expect to obtain clearance by late July and it
is expected that Completion will take place in late July 2001 or as soon
thereafter as all of the conditions have been satisfied.
Four Season's management and employees
The shareholders and principal executive officers of Four Seasons, Christopher
and Joseph Esposito, have agreed to enter into service contracts under which
they are committed to remaining with the Ultraframe Group for at least 12
months from Completion. These service contracts contain certain restrictive
covenants in favour of Ultraframe, which continue for a period of five years
from the date of the Acquisition and provide for a level of remuneration
consistent with the Esposito's ongoing duties. In addition, the remainder of
the senior management team are expected to remain with the Enlarged Group and
will be incentivised to participate in the continuing growth of the business.
Ultraframe has confirmed that existing Four Seasons' employment agreements
will be honoured.
Current trading and prospects
The following statement was made on 9 May 2001 in the announcement of the
Group's unaudited interim results for the six months ended 30 March 2001:
'Even though we are still suffering from poor weather conditions in the UK and
Europe, like-for-like sales in the core business are running at similar levels
to last year. Whilst current trading is in line with our expectations, we do
not currently expect to see a resumption of growth until the next financial
year.'
Current trading continues to be in line with expectations and the Group is
experiencing the anticipated seasonal pick up. The Directors are of the
opinion that the prospects of the Enlarged Group will be enhanced by the
Acquisition.
Recommendation
The Directors, who have been advised by Rothschild, consider that the
Acquisition is in the best interests of Ultraframe and its Shareholders as a
whole. In providing advice to the Directors, Rothschild has taken into account
the Directors' commercial assessment of the Acquisition.
In the forthcoming circular to Shareholders, the Board will unanimously
recommend shareholders to vote in favour of the Acquisition.
John Lancaster, Executive Vice Chairman, and Rosemary Lancaster a person
connected with John Lancaster, have undertaken to vote in favour of the
Resolution in respect of the whole of their beneficial holdings of Ultraframe
shares which are registered in their names, amounting to 15,506,019 Ultraframe
shares, representing approximately 16.6 per cent. of the issued share capital
of the Company. Furthermore, the remaining Directors intend to vote in favour
of the Acquisition in respect of their own shareholdings, which in aggregate
amount to 1,174,455, representing approximately 1.3 per cent. of the issued
ordinary share capital of the Company.
Press Enquiries:
Ultraframe Plc 020 7786 9600
Rod Sellers (Chairman) (Today Only)
David Moore (Chief Executive) 01200 443311
James Henry (Finance Director) (Wednesday Onwards)
N M Rothschild & Sons Limited 0161 827 3800
Richard Bailey
Credit Suisse First Boston de Zoete & Bevan Limited 020 7888 8888
Richard Crawley
Alastair Cochran
Binns & Co Public Relations Ltd 020 7786 9600
Brian Coleman-Smith
Bruce Croxford
Jacqui Graves
N M Rothschild & Sons Limited, which is regulated by The Securities and
Futures Authority Limited, is acting for Ultraframe Plc in connection with the
Acquisition and no one else and will not be responsible to anyone other than
Ultraframe Plc for providing the protections afforded to customers of N M
Rothschild & Sons Limited nor for giving advice in relation to the
Acquisition. Neither Ultraframe Plc nor N M Rothschild & Sons Limited has
verified nor takes responsibility for the information herein relating to Four
Seasons.
APPENDIX I
DEFINITIONS
The following definitions apply throughout this Press announcement unless the
context requires otherwise:
'Acquisition'' the proposed acquisition of Four Seasons by Ultraframe Plc
'Acquisition the conditional agreement dated 25 June 2001 to effect the
Agreement'' Acquisition
or 'Agreement''
'Act'' the Companies Act 1985, as amended
'Articles of the articles of association of the Company from time to time
Association'' in force and references to an 'Article' shall be construed
accordingly.
'Circular'' the document dated 26 June 2001 addressed, inter alia, to
Shareholders in connection with the Acquisition and containing
the notice convening the Extraordinary General Meeting.
'CJ' C & J Realty Co, a New York Partnership
'Completion'' completion of the Acquisition pursuant to the Acquisition
Agreement
'Directors'' or the Directors of Ultraframe at the date of this document
'Board''
'Enlarged the Ultraframe Group as enlarged by the Acquisition
Group''
'Extraordinary the extraordinary general meeting of the Company, notice of
General which is set out in the Circular
Meeting''
'Form of Proxy'' the form of proxy for use by Ultraframe Shareholders in
connection with the Extraordinary General Meeting
'Four Seasons' the Selling Entities and FSI and FSG Canada, taken together
or 'Four Seasons
Group'
'FSG Canada'' 155023 Canada Inc.
'FSHI'' Four Seasons Holbrook Inc.
'FSI' Fisher Skylights Inc.
'FSI Shares' the outstanding capital stock of FSI
'FSMC' Four Seasons Marketing Corp.
'FSSP' Four Seasons Solar Products Corp.
'GHC' Glass House Construction Limited, a wholly owned subsidiary of
Ultraframe incorporated in England and Wales
'Hart-Scott the Hart-Scott Rodino Anti-Trust Implements Act of 1976, as
Rodino'' or amended
'HSR''
'the Holbrook the Holbrook site'' the manufacturing facility in Holbrook,
site'' New York owned by CJ
'New Bank the debt facilities and working capital facilities arranged by
Facility'' The Royal Bank of Scotland plc, details of which are set out
the Circular
'North America'' US and Canada
'Four Seasons a company incorporated under the laws of the State of New
Acquisition III York, being a wholly owned subsidiary of Ultraframe owned
LLC' through Ultraframe's US GP, and created for the purposes of
the Acquisition
'Four Seasons a company incorporated under the laws of the State of Nevada
Acquisition being a wholly owned subsidiary of Ultraframe owned through
Marketing Corp.' Ultraframe's US GP and created for the purposes of the
Acquisition
'Resolution'' the resolution to be proposed at the Extraordinary General
Meeting to approve the Acquisition
'Rothschild'' N M Rothschild & Sons Limited
'Royal the joint venture company established in 1999 in Canada by
Ultraframe' Ultraframe and Royal Group Technologies Limited
'Subscription the subscription agreement dated 25 June 2001 between
Agreement'' Christopher and Joseph Esposito, Trust f/b/o Christopher
Esposito, Trust f/b/o Joseph Esposito, Trust f/b/o Lorraine
Esposito, Trust f/b/o Karen Esposito and Ultraframe pursuant
to the Acquisition Agreement
'the Sellers'' the Selling Entities together with Christopher and Joseph
Esposito
'the Selling FSHI, FSSP, FSMC & CJ
Entities''
'Ultraframe'' or Ultraframe Plc
'the Company''
'Ultraframe Ultraframe and its subsidiary and associated undertakings and,
Group'' or where the context permits, each of them 'Ultraframe Shares''
'Group'' ordinary shares of 25p each in Ultraframe
'Ultraframe holders of Ultraframe Shares
Shareholders''
or
'Shareholders''
'United United Kingdom of Great Britain and Northern Ireland
Kingdom'' or
'UK''
'United States'' the United States of America, its territories and possessions,
or 'US'' any state of the United States of America and the District of
Columbia and all other areas subject to its jurisdiction
'United United Kingdom of Great Britain and Northern Ireland
Kingdom'' or
'UK''
'US GP' Four Seasons Acquisition Partnership, a State of Delaware
general partnership, the partners of which are Ultraframe's 2 UK
subsidiaries, Ever 1508 Limited and Ever 1509 Limited, created
for the purpose of the Acquisition.
Exchange Rates
Where historical information relating to Four Seasons is shown in US dollars,
such amounts are translated at an exchange rate o f£1=US$1.4961 being the mid
market rate on 29 December 2000, being the last working day before 31 December
2000. Unless otherwise stated all other references to US dollar amounts are
translated at £1=$1.4123 being the mid-market rate at 22 June 2001.

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